Final Results
Adventis Group PLC
21 March 2007
21 March 2007
Adventis Group Plc ('Adventis' or the 'Company')
Profit growth of 75% in 2006
Final Results 2006
Adventis Group Plc ('ATG/L'), the marketing services, media buyer and
advertising agency, is pleased to announce record results for the year ended 31
December 2006. The results represent the Company's second full trading year
since admission to AIM. Growth was organic across all of the Company's existing
businesses and through acquisitions.
Financial Highlights
• Group billings (Turnover): £35.5m, up 62% (2005: £21.9m)
• Pre-tax profit: £1.80m, up 75% (2005: £1.03m)
• Pre-tax profit margin: 21%, up 24% (2005: 17%)
• Earnings per share: 3.76p, up 41% (2005: 2.66p)
• Final dividend recommended of 0.461p (2005: 0.436p), bringing the year's
total to 0.681p (2005: 0.646p), payable on 15 June 2007 to shareholders
registered on 25 May.
• Net cash of £2.5m at year end.
Operational Highlights
• Newly acquired businesses contributed 21% to billings
• Billings relating to existing businesses grew 28%
• Roundhouse Advertising Ltd and Adventis Coltman Ltd made first time
profit contributions
• Client wins in healthcare, residential and commercial property and
financial services sectors
Prospects
Said Charles Phillpot, Chief Executive of Adventis:
'2006 saw significant growth in the Group due to the success of our continued
operations and the excellent performance of new acquisitions. We continue to
consolidate our position in our market sectors.
The first quarter of 2007 has started well and we are confident about prospects
for the current year. We continue to raise our profile in our three chosen
market sectors and remain selective about opportunities in these areas.'
- ENDS -
Enquiries:
Adventis Group Plc
Charles Phillpot, CEO Tel: 020 7034 4750
Peter Linnell, Finance Director Tel: 020 7034 4795
Adventis Financial PR
Chris Steele Tel: 020 7034 4759
Tarquin Edwards Tel: 020 7034 4758
Arbuthnot Securities
Tom Griffiths Tel: 020 7012 2000
Notes to Editors
Adventis' strategy is to focus its marketing and media buying services on the
property, healthcare and financial services sectors, in which it has the
opportunity to build significant market positions.
There are three main strands to Adventis' strategy to develop the business:
• Consolidation of its position in the residential and commercial property
markets, which are predominantly serviced by a large number of small
operators;
• Diversification into other specific sectors, notably healthcare and
financial services, for which marketing is governed by regulatory disclosure
and which therefore, like the property sector, have a requirement for
expertise;
• Increase profit margins by providing services that are currently
sub-contracted to third parties.
Management intends to achieve these objectives through a mix of organic
development, acquisitions and by creating structures to attract new senior
people with proven revenue earning ability and appropriate sector expertise.
Chairman's statement for the year ended 31 December 2006
I have great pleasure in reporting a further year of considerable progress for
the Company. Turnover has grown by more than 60% due to the existing businesses
performing extremely well; two very successful acquisitions and by the creation
of two new businesses.
In addition to growing our existing businesses, it is our stated aim that we
would consider strategically sound acquisitions, and in this respect we have
also had a most satisfactory year. In May we announced the significant
acquisitions of Coltman Media, a financial services media buyer and Roundhouse
Advertising, a specialist healthcare agency. In July we announced the launch of
Adventis Financial PR and the acquisition of M2, a property marketing agency.
These acquisitions have performed well and we are starting to see synergistic
and cross selling benefits reinforcing our already strong position in both
healthcare and media buying.
The Group's turnover has risen by 62% to £35.5m, pre-tax profit by 75% to £1.8m
and EPS by 41% to 3.76p. In line with our declared intention to pursue a
progressive dividend policy we are accordingly recommending a final dividend of
0.461p making 0.681p for the year, an increase of 5%.
The current year has continued to show further progress and we are seeing strong
trading results across the Group, reinforced by our recently announced
acquisition of Leapfrog Medical Communications Ltd. We now employ some 150
people in five locations. I thank all of our staff for their considerable
efforts. We continue to consolidate and enhance our leading market positions in
our chosen sectors.
Rupert Sebag-Montefiore retired as non-executive director at the end of the
year. His contribution to the company over the last three years has been
considerable and much appreciated by the Board. Allan Collins retired as finance
director also at the end of 2006 but was appointed as a non-executive director
from 1 January 2007. The Board is grateful for his significant contribution to
the business as Finance Director, and welcomes his continued involvement in his
non-executive capacity. Our new Group Finance Director is Peter Linnell who
joined the Board in December. Peter has a long track record as a Finance
Director in the marketing industry, at Grey Global Group and Lowe & Partners.
His experience is a welcome addition to the Board.
The Board views the future with confidence. The strategy we have pursued, in
almost three years since the Company's flotation on AIM, of organic growth
coupled with selective, focused acquisitions, has proven itself and continues to
be sound. Our emphasis on specialised sectors currently of healthcare, property
and financial services offers, we believe, good opportunities for continuing
strong growth.
Peter Mitchell
Chairman
Chief Executive Officer's Statement for the year ended 31 December 2006
I am pleased to report a strong set of results for the year ended 31 December
2006, with record levels of billings and profits, both organically across all of
our businesses and through acquisitions. Group billings of £35.5m were up 62%
(2005: £21.9m); gross profit of £8.5m was up 47% (2005: £5.8m), and pre-tax
profit of £1.8m was up 75% (2005: £1.03m). This represents the third successive
year of significantly increased billings and profits and the Company has
continued to benefit from healthy margins and strong cash flow.
The earnings per share for 2006, including acquisitions were 3.76p, which
compares with 2.66p for the previous year, an increase of 41%.
Overall we have increased market share and increased our margins. It is
particularly gratifying at a time of rapid growth to see margins improving to
over 20%, putting the Group at the very top of its industry.
Dividend
The Board is recommending a final dividend of 0.461p per share, making a total
for the year of 0.681p. This increase underlines our stated intention to pursue
a progressive dividend policy and reflects our confidence in this business going
forward, especially our continued ability to translate revenue growth into cash.
Financial Position
Net cash balance at 31 December 2006 was £2.5m, and the Company continues to be
cash generative with a strong balance sheet.
Market Overview
The marketing, media and communications market in 2006 was both buoyant and
competitive. Our clients continue to enjoy good results and their success is
reflected in their continued demand for marketing services. With a total of
eight new ventures added to the Group since its flotation in July 2004,
integration and consolidation of the new companies has been a key theme. We
have started to see the benefits of cross selling our range of marketing
services in media buying and planning, corporate identity programmes,
advertising campaigns, interiors and digital media.
Recruitment and retention of key directors and staff continues to be an issue in
the marketing services industry due to its highly labour intensive nature. There
is a rising demand for specialists in various marketing fields making
recruitment a challenge across the sector. Our policy of offering competitive
packages with an element of profit share has delivered a high quality and stable
senior team. Our revenues are generated predominantly in the form of both
retainers and fees for project specific work with many clients demonstrating
long term loyalty. It is against this background that I am pleased to report
results that reflect the hard work of all the team at Adventis.
Business Strategy
Adventis has continued its rapid programme of growth and has combined this with
a substantial uplift in operating margins. We have pursued our stated business
strategy of increasing market share for our media services in our largest
industry sector, the residential and commercial property sectors. We also
continued to expand the services we provide in our other target markets,
currently comprising financial services and healthcare, where our revenue by
sector grew over that achieved in the previous year.
Acquisitions and Joint Ventures
In May 2006 the Group announced the acquisition of The Coltman Media Company Ltd
(now renamed Adventis Coltman Ltd), a financial services specialist media buying
company. Its client base includes the likes of Threadneedle Investments, Friends
Provident, Baillie Gifford and Witan Investment Trust. In May the Group later
announced the acquisition of Roundhouse Advertising Limited, a specialist
healthcare agency, whose clients include Baxter, Boehringer Ingelheim, Pfizer AH
and Schering-Plough.
In July 2006 the Group successfully launched Adventis Financial PR, offering a
financial media management service to a broad group of clients, most of them
fully listed or quoted on AIM. The Group also announced the addition of M2, a
specialist property marketing agency that has served to strengthen our offering
in the residential market.
The acquisitions fit well with Adventis' existing businesses and strategy. The
management of all these companies has been retained, ensuring continuity of
client relationships. We expect the Group to enjoy financial benefits from its
increased scale, for example in media buying.
Operational Review
The following is a summary of activity by business sector for the year ended 31
December 2006.
Residential Property Marketing Sector
Our residential property marketing sector has a broad base of clients from
international names such as Savills to many UK developers such as Capital &
Provident, Galliard Homes, Devington Homes and Grove Manor Homes. It provides a
broad range of consultancy and creative services across the industry.
Commercial Property Marketing Sector
Our commercial property marketing sector won several major long-term projects in
2006 such as Howard Holdings, St Martins Property Corporation Ltd., Abstract
Land, Slough Estates, South West Regional Development Agency, Morley Fund
Management and Farnborough Business Park. These project successes continue to
give the business a positive order book for 2007.
Media Planning and Buying Sector
Our three media planning and buying companies, Premium Media, Adgenda Media and
Adventis Coltman, are a significant force in the property and financial sector.
They have full NPA (Newspapers Publishing Association) recognition and enjoy
favourable commercial terms with media owners. Media broking works very much in
tandem with our creative business. Business volumes continue to grow at good
margins for this industry. Account wins during 2006 included Brit Insurance,
China Travel Service, Croatian Villas, Barratt Homes (various regions), Kingsoak
London, Mount Anvil, Assettrust and ING Real Estate.
Financial Services Sector
Adventis NMG, which specialises in financial services, continued to trade
profitably in 2006. A series of projects were concluded for clients such as
Prudential, Brit Insurance, Lincoln Financial Group, Moneywise, and ABN Amro and
the outlook for larger projects from such clients is positive. The addition of
Adventis Coltman Media and Adventis Financial PR has enhanced our offering in
the financial services sector and will facilitate further growth of Adventis
NMG.
Healthcare Sector
The Group now has a substantial presence in the Healthcare sector through its
two creative agencies, Affiniti and Roundhouse and latterly through Leapfrog.
The combination of the these three entities not only puts Adventis Healthcare in
the top 5 UK service providers but also allows substantial cross selling. All
three companies will be moving into centralised premises adjacent to the M25 in
mid-2007. This will generate further synergies and economies of scale. Account
wins in 2006 included Baxter, Merz, Merial International, Queen Charlottes
Children's Hospital and Schering - Plough.
Outlook
The first quarter has started well with all our subsidiary companies enjoying a
high level of activity and we are confident about prospects for the current
year.
We continue to raise our profile in our chosen market sectors and it is very
gratifying that this increase in awareness of Adventis has led to the
presentation of many more, very strong M&A opportunities. We continue to be very
selective in making further acquisitions and focus on agreeing the best possible
terms for the Group.
The investment in the Company of more than £1 million by Morgan Stanley, UBS and
Oceanwood Capital Management announced on 30th November of 2006 was very
encouraging and offers even more opportunities in the M&A arena. I am confident
that our strong performance to date will continue in 2007.
Charles Phillpot
Chief Executive Officer
Consolidated income statement for the year ended 31 December 2006
Notes 2006 2005
£'000 £'000
Turnover 35,529 21,901
Operating profit 1,672 929
Investment revenues 130 102
Finance costs (2) (4)
Profit on ordinary activities before 1,800 1,027
taxation
Taxation 3 (467) (105)
Profit for the financial year 1,333 922
Attributable to:
Equity holders of the parent 1,316 876
Minority interests 17 46
1,333 922
Earnings per share 5
Basic 3.76p 2.66p
Diluted 3.65p 2.63p
The Group's results derive entirely from continuing activities
Consolidated balance sheet as at 31 December 2006
Notes 2006 2005
£'000 £'000
Assets
Non-current assets
Goodwill 6 8,273 1,827
Other intangible assets 7 0 416
Property, fixtures and equipment 259 194
Deferred tax assets 164 181
8,696 2,618
Current assets
Work in progress 293 151
Trade and other receivables 6,590 3,488
Bank balances and cash 2,464 2,585
9,347 6,224
Total assets 18,043 8,842
Equity and liabilities
Shareholders' equity
Share capital 96 81
Share premium account 4,789 2,862
Capital redemption reserve 200 200
Other reserves 20 20
Share based payments reserve 43 23
Retained earnings 3,036 1,892
8,184 5,078
Equity minority interests 18 47
Total equity 8,202 5,125
Non-current liabilities
Obligations under finance leases - -
Deferred tax liabilities 8 6
Deferred consideration 3,400 964
3,408 970
Current liabilities
Trade and other payables 4,371 2,267
Current tax liabilities 572 149
Obligations under finance leases 8 12
Deferred consideration 1,482 319
6,433 2,747
Total liabilities 9,841 3,717
Total equity and liabilities 18,043 8,842
Consolidated statement of changes in equity for the year ended 31 December 2006
Share Share Capital Retained Minority
capital premium reserves earnings interest Total
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 31
December 2004 79 2,563 220 1,223 1 4,086
Changes in equity for
2005
Profit for the year - - - 922 - 922
Dividends paid - - - (198) - (198)
Minority interests - - - (46) 46 -
Total recognised
earnings for the
year - - - 678 46 724
Issue of share
capital 2 299 - - - 301
Share based
transactions - - - 14 - 14
Balance at 31
December 2005 81 2,862 220 1,915 47 5,125
Changes in equity for
2006
Profit for the year - - - 1,333 - 1,333
Dividends paid - - - (218) - (218)
Minority interests - - - (17) 17 -
Adjustment - - - 46 (46) -
Total recognised
earnings for the
year - - - 1,144 (29) 1,115
Issue of share capital 15 1,927 - - - 1,942
Share based
transactions - - - 20 - 20
Balance at 31
December 2006 96 4,789 220 3,079 18 8,202
Consolidated cash flow statement for the year ended 31 December 2006
2006 2005
£'000 £'000 £'000 £'000
Operating activities
Profit from operations 1,672 929
Adjustments for:
Amortisation of intangible assets - 45
Amortisation of investments 25 -
Share based transactions 20 14
Depreciation on fixtures and equipment 80 76
Loss on disposal of fixed assets - 1
Operating cash flows before movement in
working capital 1,797 1,065
Increase/(decrease) in work in progress (65) (50)
Increase in receivables (993) (1,096)
Increase in payables 133 558
Cash generated by operations (925) 477
Corporation tax paid (436) (317)
Net cash from operating activities 436 160
Investing activities
Interest received 130 102
Interest element of finance leases (1) (1)
Bank overdraft interest paid (1) (3)
Acquisition of subsidiaries (1,230) (581)
Other investments in operations (125) -
Purchase of fixtures and equipment (128) (59)
Net cash used in investment activities (1,355) (542)
Financing activities
Equity dividends paid to shareholders (218) (198)
Share capital issued (net of costs) 1,019 -
Capital element of finance lease rental
payments (3) (9)
Net cash (used)/from financing activities 798 (207)
Net (decrease)/increase in cash and cash
equivalents (121) (589)
Cash and cash equivalents at beginning of
period 2,585 3,174
Cash and cash equivalents at end of
period 2,464 2,585
Notes to the financial statements
For the year ended 31 December 2006
1. Basis of preparation
The financial information set out in this announcement does not constitute
the Company's statutory accounts for the years ended 31 December 2006 and
2005. Except as shown below, the financial information for the year ended
31 December 2006 has been prepared using the accounting policies which are
consistent with those adopted in the audited accounts for the year ended 31
December 2005. The financial information for the year ended 31 December
2005 is derived from the statutory accounts for that year, which have been
delivered to the Registrar of Companies. The auditors have reported on the
2005 accounts; their report was unqualified and did not contain a statement
under section 237 (2) or (3) of the Companies Act 1985. The auditors have
yet to sign their report on the 2006 accounts. The statutory accounts for
the year ended 31 December 2006 will be finalised on the basis of the
financial information presented by the Directors in this preliminary
announcement and will be delivered to the Registrar of Companies following
the Company's Annual General Meeting. The financial information set out in
this announcement was approved by the Board of Directors on 20 March 2007.
2. Principal accounting policies
Basis of accounting
The 2006 financial statements are the group's consolidated financial
statements prepared under International Financial Reporting and Accounting
Standards, with a transition date of 1 January 2004. The financial
statements have also been prepared in accordance with International
Financial Reporting and Accounting Standards adopted for use by the
European Union and therefore comply with Article 4 of the EU IAS
Regulation.
The financial statements have been prepared on the historical cost basis.
The principal accounting policies adopted are set out below.
Basis of consolidation
The consolidated financial statements incorporate the financial statements
of the Company and enterprises controlled by the Company (its subsidiaries)
made up to 31 December each year. Control is achieved where the company has
the power to govern the financial and operating policies of a subsidiary.
Minority interests in the net assets of consolidated subsidiaries are
identified separately from the Group's equity therein. Minority interests
consist of the amount of those interests at the date of the original
business combination and the minority's share of changes in equity since
the date of the combination. Losses applicable to the minority in excess of
the minority's interest in the subsidiary's equity are allocated against
the interests of the Group except to the extent that the minority has a
binding obligation and is able to make additional investment to cover the
losses.
The results of subsidiaries acquired or disposed of during the period are
included in the consolidated income statement from the effective date of
acquisition or up to the effective date of disposal, as appropriate.
All intra-group transactions and balances between Group enterprises are
eliminated on consolidation.
Taxation
The tax charge represents the sum of current and deferred tax.
Current tax payable is based on taxable profits for the year. Taxable
profits differ from net profits as reported in the income statement because
it excludes items that are taxable or deductible in other years and items
that are not taxable or deductible. The group's liability for current tax
is calculated using tax rates that have been enacted or substantively
enacted at the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the
computation of taxable profit, and is accounted for using the liability
method. Deferred tax liabilities are recognised for all temporary
differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which temporary
differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each balance
sheet date and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the
asset to be recovered. Deferred tax is calculated at the tax rates that are
expected to apply in the period when the liability or the asset is
realised.
3. Tax on profit on ordinary activities
Analysis of charge in period
2006 2005
£'000 £'000
Current tax:
UK corporation tax on profits of the period 544 290
Adjustments in respect of previous periods (104) (3)
Total current tax 440 287
Deferred tax:
Origination and reversal of timing differences 27 (2)
Effect of increased tax rate on opening liability - 1
Realisation of deferred tax asset - (181)
Total deferred tax 27 (182)
Tax on profits on ordinary activities 467 105
4. Dividends
2006 2005
£'000 £'000
Amounts recognised as distributions to equity
holders in the period:
Final dividend of 0.436p (2004: 0.412) per share 142 130
Interim dividend of 0.22p (2005: 0.21p) per share 76 68
218 198
Recommended final dividend of 0.461p (2005:
0.436p) per share 182 142
The recommended final dividend is subject to approval by shareholders at
the annual general meeting and has not been included as a liability in
these financial statements. The estimate of the recommended dividend is
based on the shares in issue as at 20 March 2007.
5. Earnings per share
The calculations of the basic and diluted earnings per share are based on
the following data:
2006 2005
£'000 £'000
Profit for the purpose of basic earnings per
share 1,316 876
Number of shares
Weighted average number of ordinary shares in
issue during the year 35,007,794 32,977,826
Effect of dilutive options 538,966 166,766
Effect of dilutive warrants 171,179 98,312
Effect of dilutive deferred consideration 349,059 -
Diluted weighted average number of ordinary
shares in issue during the year 36,066,998 33,242,904
The weighted average number of ordinary shares in issue during the year
includes 636,176 Ordinary shares, which represent the deferred
consideration due on the acquisition of Coltman Media Company Limited at
the average Adventis share price for 2006. The diluted weighted average
number of ordinary shares in issue during the year includes 595,357
Ordinary shares, which represent the contingent deferred consideration due
on the acquisition of Roundhouse Advertising Limited at the average
Adventis share price for 2006.
6. Goodwill
£'000 £'000
Carrying amount
At 1 January 2005 and 31 December 2005 1,827 259
Additions 6,030 1,568
Reclassification of intangible assets 416 -
At 31 December 2005 8,273 1,827
The additions relate to the acquisitions of Coltman Media Company Ltd and
Roundhouse Advertising Ltd, and an uplift of Affiniti (UK) Ltd goodwill
arising from the re-valuation of the contingent consideration. The
reclassification arises from a change in accounting policy whereby the
company no longer believes that intangibles and goodwill can be separately
valued.
7. Other intangible assets
£'000 £'000
Cost
At 1 January 2005 and 31 December 2005 461 -
Addition - 461
Reclassification (461) -
At 31 December 2005 and 31 December 2006 - 461
Accumulated amortisation
At 1 January 2005 and 31 December 2005 45 -
Amortisation charge - 45
Reclassification (45) -
At 31 December 2005 and 31 December 2006 - 45
Carrying amount
At 31 December 2005 and 31 December 2006 - 416
The reclassification arises from a change in accounting policy whereby the
Company no longer believes that other intangibles and goodwill can be
separately valued.
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